On 10 July this year, the Council of Ministers adopted a draft law amending certain laws to improve the legal and institutional environment for entrepreneurs. The amendment was prepared by the Ministry of Development and Technology. The proposed amendment went to legislative work in the parliament on 19.07.2023. According to plans, the amendment will be mostly effective as early as 1 January 2024. The new legislation is primarily intended to introduce another set of simplifications and conveniences for entrepreneurs. It can be said that the new package prepared by the ministry is a continuation of previously introduced pro-business laws aimed at entrepreneurs, which were intended to create a favourable and developmental environment for companies in Poland. The new regulation is primarily about easier rules for doing business, improvements for succession and greater transparency of economic law for business entities. The changes in question are to concern dozens of laws, including civil law, commercial companies, public business law, banking law and administrative regulations. In total, the draft includes changes to be introduced into more than 50 laws. In this article we will present some of the proposed solutions, which may prove to be the most crucial from the point of view of entrepreneurs and their activities.
Continuation of the Business Constitution
In 2018, the so-called: business constitution was introduced in Poland, which consists of a set of 5 laws. The regulations were intended as a package aimed at developing and improving the business environment. Above all, their aim was to create a new, simpler and more beneficial relationship between entrepreneurs and public administration. The bill proposed by the Ministry of Development and Technology is a continuation of the regulations introduced in 2018. The amendment is largely concerned with simplifying and speeding up administrative procedures. Entrepreneurs in offices will not have to submit a power of attorney document if it will be possible to establish the existence of the power of attorney on the basis of relevant registers e.g: KRS. The amendment provides for a further departure from the possibility for offices to require the use of a stamp from entrepreneurs. The draft also places great emphasis on the manner in which projects concerning the running, commencement or termination of business activity are prepared. Normative acts undertaken in this area should be prepared on the basis of the principle of proportionality, adequacy and balancing of administrative obligations, as well as in a transparent manner for business entities. The amendment also provides for an appropriate vacatio legis for acts in the field of economic law, which, as a rule, should not be shorter than one month.
Simplified administrative procedures – specific solutions
The prepared bill provides for a package of various solutions in the area of administrative procedures. They are primarily intended to make proceedings before public administration authorities easier and faster for entrepreneurs. Among other things, the amendment will introduce the so-called hybrid decisions, meaning that the authority will deliver the decision to the entrepreneur traditionally on paper, but attachments will be able to take a different form, for example, electronic. The new regulations will introduce another innovation, the so-called: soft service. The authority will be able to ask the entrepreneur to take a position without the need to initiate proceedings immediately. The amendment will impose an obligation on public administration bodies to prepare a justification in a situation where a given action will have to be taken by an entrepreneur in person or by proxy. The changes will also cover issues related to inspections carried out at the premises of companies. Under the new provisions, the authority will be obliged to provide the controlled entity with a list of documents and information which must be prepared by the controlled entity prior to the planned control, together with the notice about it. Significant changes will also be introduced with regard to appeals. In the event of an appeal against a decision to a higher instance, the body of first instance will be obliged to take into account any circumstances indicated by the body of second instance. Violation of this obligation will be subject to certain disciplinary and disciplinary sanctions for the authority and the employee. The regulations will also introduce changes with regard to administrative penalties. The amendment assumes for public administration bodies the possibility of their remission also ex officio.
Succession administration – significant changes
The new legislation will also introduce significant changes to the Law on Succession Administration. The draft provides that the succession administration will be automatically extended until the court issues an appropriate order, unless there are grounds for its termination. The amendment also provides for simpler procedures with regard to the establishment of the succession management itself. Currently, an entrepreneur does not have the right to appoint successive administrators, he can only appoint the first one during his activity, who will act after his death. Once the amendment comes into force, these provisions will change. The entrepreneur will be entitled to appoint successive administrators during his lifetime, and if he does not do so, this power will pass to his heirs after his death. The bill is also intended to reduce the number of heirs required to appoint a successor administrator. After the amendment, 75% of shares will be required for the selection procedure, instead of 85% as at present. The bill also clarifies the remuneration issues, the new regulations clearly provide for the administrator to receive remuneration, which is not so obvious under the current regulations. Significant changes will also be made to banking law. The bill also provides that the account of a deceased entrepreneur will be maintained under the current rules. This means that if the deceased used electronic banking, the successor administrator will also have full access to it.
Other novelties for entrepreneurs
Regulations concerning leasing agreements will also be amended. According to the amendment, these agreements will be able to be concluded in documentary form without the need for an electronic signature verified with a qualified certificate. The bill also places emphasis on amicable resolution of disputes in business matters. The amendments assume that, in this respect, the court should refer the parties first to mediation. The new regulation will also cover the Tax Ordinance Act. The bill introduces the possibility to waive the appeal against the decision of the first instance. In addition, it will be possible to sign the MDR-3 form ‘Beneficiary information on the application of a tax scheme’ by a proxy, and the closed catalogue of information that a taxpayer is obliged to include in his tax strategy will be clarified. The amendment also provides for the creation of a single place where information on local tax rates covering property taxation will be collected.
Summary
In summary, the bill on amending certain laws to improve the legal and institutional environment for entrepreneurs provides for a large number of changes in many areas of the law. The changes are intended to create favourable conditions for business and to encourage various entities to undertake business activity in Poland. The changes are evidently aimed at simpler, more transparent and beneficial solutions for entrepreneurs. It can be expected that the adopted path will, to some extent, encourage companies to invest in Poland and that the new regulations will be positively assessed by business entities. However, not all of the proposed novelties may prove beneficial to companies in practice. Moreover, given the number of changes to be introduced at the same time, the amendment may initially cause some confusion. To avoid this, we encourage you to contact the experts at ATL Law.